Professional Documents
Culture Documents
CLAW
CLAW
Villasor BSA-V
Law on Partnership and Private Corporations T/F 6:00-7:30 PM
1. One-person corporations
The Revised Code removes the minimum number of incorporators required to establish a corporation;
the old Code had prescribed a minimum of five incorporators. The Revised Code goes as far as to permit
an individual to form a one-person corporation. The allowance of one-person corporations makes it
easier for small to medium-sized business owners to incorporate, thus providing a viable alternative for
sole proprietors. (Sec. 10)
Section 22 of Revised Code identifies as corporations vested with public interest those whose securities
are registered with the SEC, those listed with an exchange, those with assets of at least 50 Million Pesos
and having 200 or more holders of shares (with each holding at least 100 shares of a class of its equity
shares), banks and quasi-banks, non-stock savings and loan associations, pawnshops, corporations
engaged in money service business, preneed, trust and insurance companies, and financial
intermediaries. The provision requires that at least 20% composition of the boards of these corporations
be independent directors. The SEC is also authorized to determine other corporations engaged in
businesses vested with public interest, after taking into account relevant factors which are germane to
the objective and purpose of requiring the election of an independent director.
8. Delinquent corporations. A corporation that had commenced its business may now be placed by the
SEC under delinquent status if it had become inoperative for a period of at least five years; previously
such inactivity was already cause for the revocation of the certificate of incorporation. A delinquent
corporation has two years to resume operations; failure to do so is cause for the SEC to revoke the
certificate of incorporation. (Sec. 21)
TECHNOLOGY-ENABLED CHANGES
The revision of the Corporation Code also integrates technological advances over the last four decades
into the rules governing corporations. The old Code was enacted before the online age, or even the
widespread use of the personal computer in the 1980s.
Section 49 of the Revised Code requires the SEC to issue the rules and regulations governing
participation and voting through remote communication or in absentia.